Spiders in Ohio
by beebo2579
Summary: When the small town of Lima, Ohio is suddenly flooded with swarms of venomous spiders, the members of the McKinley High School glee club must stay together to survive. Strong language, violence and non-explicit sexual themes. Enjoy!
1. Chapter 1

Spiders in Ohio

The mall was packed. It was noon on a Saturday, a week before Halloween, and people were loading up their carts with sweets and paper ghosts and plastic ghouls. Children swarmed the costume shops, as well as some nostalgic teenagers.

"Doesn't Halloween give you such a sense of nostalgia?" Rachel asked Finn, holding onto his arm and holding up a children's princess costume from the rack.

Finn looked back and forth nervously. "Rachel, don't you think we're a little old for Halloween? Or at least… a little old for this store?" he said in a low voice.

"You're never too old for free candy, Finn. At any rate, I don't actually need anything from here; I've had my costume ready for months. I just wanted to… take a trip down memory lane."

"Uh, cool," Finn tried to ignore the glares of passing adults. "What are you going as?"

"I'm going as Elpheba from Wicked. I already have the green face paint, the hat, the broomstick, the clothes, and instead of saying trick-or-treat I'm going to sing a section of a Wicked song of their choice."

"So… you'll be like a Halloween caroler?"

Rachel smiled. "Yes, I suppose so."

Meanwhile, Puck emerged from the mall's grocery, holding a plastic bag with four cartons of eggs in tow. He headed into the pharmacy and sauntered to the toiletries aisle, checking over his shoulder. Whistling, he grabbed a couple rolls of toilet paper and slipped them into his bag. He considered shoving one into his pants for an added bonus, but decided against it when it started ripping against his zipper. He checked over both shoulders and strolled out, smirking.

One floor up, inside a costume and decoration shop, a little girl was skipping around the room. She had long, dusty-brown hair and wore a warm fall jacket. She was no more than seven or eight years old.

A plastic jack-o-lantern caught her eye and she galloped over, giggling. She bent over to inspect the goofy, grinning orange face. She noticed a tiny black spider crawling over one of the eyes.

"Hey there, little guy!" she whispered, extending her finger and trying to get the spider to crawl onto it. She loved all sorts of creepy-crawly little things, and laughed at the girls who screamed at the sight of a single spider.

Another spider crawled out from underneath the Jack-o-lantern. The girl giggled.

A few more spiders crawled out. Dozens crawled out. The girl's eyes widened and she walked quickly to her mother without a word.

She tugged on her mom's arm. "Mommy," she said, pointing at the Jack-o-lantern.

That's when the screaming started.

Rachel whipped her head around. "What's going on?"

"Probably a Halloween gimmick," said Finn.

People in the store started screaming and flooding toward the exit. Finn and Rachel were caught in the stampede of screaming children and forced to retreat with them.

"What's going on?" Rachel cried again.

The entire ground floor was filled with people in hysterics, sprinting toward the automatic glass doors. Finn stared at the escalators to the upper floor.

At first Rachel thought it was some sort of tar or oil spilling from the second floor. A lead weight dropped in her chest when she realized what it really was.

A massive wave of wriggling black spiders was pouring down the escalators. It was like the tide coming in from the oceans of hell. They swarmed everybody in their path, covering and biting them until they were trapped in a black cocoon of legs and fangs.

Rachel was _terrified_ of spiders.

Finn grabbed her arm and pulled her into the crowd, running toward the exit. He said something but she couldn't hear him over the screaming.

Suddenly Puck was by their side.

"What's happening?" he yelled.

Rachel pointed wordlessly to the black mass behind them and he started running with them.

The exit wasn't far, only about 30 feet away. The thick, massive crowd made running like wading through syrup. People fell and were trampled, shopping bags flew through the air. Rachel kept an iron grip on Finn and Puck's arms as they pushed their way past the crowd.

The spiders were coming closer now, and the exit was a bottleneck. The automatic glass doors only opened far enough for about five or six people to fit through at a time but people were trying to squeeze through by the dozens.

The three of them were only ten feet away now. The spiders were closing in and Rachel felt like her veins were on fire. She wouldn't have been able to move her legs if Finn and Puck weren't carrying her along with them.

They were almost through now, and the spiders were only a dozen feet away. The screams of the people behind them were amplified and muffled as they were overtaken and then bitten.

Finally the three of them broke through into the brisk October evening. An alarm sounded and the doors slid shut behind them. Somebody must have gotten to the security booth and locked down the entrances.

There were still a dozen people left at the doors. They pounded at the glass, their eyes pleading. Rachel and Finn covered their eyes and Puck turned away as their screams were cut off.

The air was silent except for some residual sobs and people revving their engines and driving away. Some people, including the three teens, stayed and stared in through the glass at the thick carpet of spiders.

The ground rumbled and the floor in the middle of the mall exploded. More screams broke out as a giant hairy leg reached out of the hole, followed by eight more. A spider the size of a lion stood in the center of the ground floor.

* * *

><p>Red and blue lights flashed like grounded fireworks, boxed in by black and yellow tape.<p>

The shoppers had been called back to the scene that night to bear testimonials to the police. Most of them had stayed home, but a few dozen had come back to the mall, which was now surrounded by policemen and soldiers from the military base.

Rachel hadn't let go of Finn's arm since they'd escaped through the automatic doors a few hours earlier. She stared blankly through the glass at the writhing black mass inside. It couldn't be long before the small ones found the vents and poured outside. Rachel shivered in the October night air.

Quinn and Kurt had also been shopping when the spiders appeared, and they and Puck now stood beside Rachel and Finn. Quinn had her hand on Puck's shoulder and Kurt stood with his arms folded across his chest, trembling.

A bulky man in uniform approached them. He obviously held a higher rank than the other soldiers. He shook his head.

"Why is it always the kids that get stuck in shit like this?" he said. "I'm General Dawson, Lima Military base. What was each of you doing in there?" He was gruff, but seemed friendly enough.

None of them spoke. Rachel hadn't spoken at all since they'd escaped, which was unusual for her.

Quinn was the first one to speak up. "I was buying a new dress. My mom's throwing a dinner party this Saturday…" her eyes were slightly misted as she spoke, but no tears escaped.

Kurt spoke next. "I was buying decorations. My dad loves Halloween. It was my mom's favorite holiday." His voice was quiet and quivering.

The man looked to Rachel and Finn. Rachel seemed not to notice him, so Finn piped up. "We were on a date… Rachel was looking at costumes. She said they made her feel nostalgic."

They all looked at Puck. He scratched his mohawk.

"I was volunteering at the animal shelter."

"The mall doesn't have an animal shelter," said Quinn.

"…I was building one—"

"Okay, okay. Did any of you happen to see where the spiders came from? Any cracks in the walls or holes…"

The teenagers looked at each other, shaking their heads.

"We were in the costume store," said Rachel, finally speaking. "Then I heard screaming… and people were running… and then we were caught in the crowd and we were running… and there were these things behind us.

Everyone was silent.

"Excuse me," said a voice behind them.

They all turned to see a young man ducking underneath the police tape. He had dark curly hair that was cut short and thick eyebrows which sat upon a dashing face. He was dressed expensively and had glistening hazel eyes.

The General held up his hand. "Sorry, sir, no civilians—"

"Agent Blaine Anderson, FBI," he interrupted, flashing his badge and I.D.

Quinn raised an eyebrow. "FBI? You can't be more than sixteen. How old are you?"

"Irrelevant," said Blaine. He glanced at Kurt. "Take a picture, honey, it'll last longer."

Kurt wrinkled his nose.

"General Dawson, Lima Military Base," said the General, sticking out his hand. Blaine ignored it and strutted over to the glass doors.

"Don't get too close, Agent Anderson," said General Dawson.

"This is my investigation now, I'll handle this."

"How did the FBI get an agent here so fast?" asked Finn.

Blaine smirked. "We're the eyes and ears of the country. We're ready for anything."

He peered into the mall through the glass. Everybody stared at him, waiting for him to speak.

"Well, those are spiders alright," he said.

The rest of them raised their eyebrows. "Um… yes…" said General Dawson.

"Well, there's a lot of them alright."

Quinn let out a breath of exasperation. "He's useless."

Blaine ignored her. "How are you planning on taking them out?"

"We've got an envoy of gas bombs on the way. In a couple hours, we're gonna hit those little suckers with enough neurotoxin to take out a herd of elephants," replied General Dawson.

"Do you know where all these spiders came from?" Blaine didn't look away from the doors.

"Well, not exactly—"

"Have you considered spider flu?"

The General blinked. Nobody spoke.

"…_what?_" said Quinn.

Blaine turned and began walking away from the mall. "Have all the witnesses checked for spider flu. They could burst at any second." He brushed his hair back. "Looks like my work here is done."

Kurt grabbed Blaine's shoulder before he could duck back underneath the police tape.

"Wait a minute, you didn't do anything! You can't just abandon us!"

Blaine turned to Kurt and raised a finger. "Now look here-"

There was a loud thump behind them.

They all turned slowly to the automatic door.

The lion-sized spider threw itself at the glass with surprising force, causing cracks to appear.

"Mother of God…" muttered General Dawson. Soldiers and policemen got into position around the door.

"Stand back," said Blaine, drawing a pistol and aiming at the glass. "I've got this under control."

The giant spider sprung as if from a catapult, smashing through the door and bombarding the onlookers with shards of glass. It landed right on one of the soldiers, instantly sinking its dagger-like fangs into him.

For the second time that day, Rachel and her friends were swept into a screaming panicked crowd. Gunshots fired all around them. Spiders flooded out the mall entrance. The giant spider leapt around like a nightmarish grasshopper, taking a new victim every time it landed.

They ran to Finn's car just as the massive arachnid bounded onto the hood right in front of them, crushing the engine. Rachel screamed. They started running again just as it sailed over their heads.

"Where do we go?!" yelled Puck.

"The hotel, it's close!" cried Kurt in response.

Most of the witnesses had made it to their cars by now and were swerving to avoid the people on foot. The five teens were buffeted by the countless bodies around them. Rachel looked behind her to see the black wave that once again set her veins on fire.

"Shortcut! This way!" called Kurt, pulling them out of the parking lot and into a large patch of shrubbery. They were now out of the crowd, but the dry and brittle bush branches tugged at their legs and snagged their clothes. Quinn's cardigan got caught and she had to slip out of it, leaving her arms and shoulders bare. To the teens' dismay, a portion of the spiders broke off from the swarm to follow them. They doubled their pace, but the spiders crawled through the shrubs easily and were quickly gaining.

Finally they emerged out of the bushes and onto the sidewalk just outside the hotel. Finn pulled open the door and pushed everyone inside, slamming it behind him. Rachel's legs turned to jelly and she collapsed. Finn rushed to her side. Puck ran his hand back and forth over his mohawk, his face slick with sweat and his breath shaking. Quinn's arms were covered with cuts and scratches and her yellow dress was torn and muddy. Her eyes were screwed shut and she was gripping a fistful of her hair so hard it looked like it would tear off of her scalp. Kurt was almost hyperventilating and tears streamed down his face. One of his shoes had come off in the bushes, but he didn't seem to notice. They could still hear the muffled screams outside.

The man at the counter was bewildered by the commotion and these hysterical teenagers who had burst into the lobby.

"What's wrong?" he asked. They ignored him.

"Rachel?" said Finn softly.

"I'm okay," she murmured, standing.

Puck closed all the curtains in the room. "Lock the door," he told the clerk, who quickly obliged. "We'll stay here."

"What if other people have to get in?" asked Kurt.

Puck shook his head. "They'll find other places to go. We can't risk any spiders getting in here by opening that door."

Kurt shook his head.

"He's right," said a familiar voice. They all turned.

"Oh god, it's you," said Quinn, her lips curling with displeasure as Blaine strolled toward them.

"You came here? You didn't stay out there with the soldiers and the policemen and try to hold them off?" said Finn, scowling.

"All I've got is a pistol, genius. It's not very effective against swarms of tiny insects. You should be grateful I'm here; I'm the only way you're gonna survive this god-awful situation," said Blaine derisively.

"First of all, spiders are arachnids, not insects. Second, you're the one who thought this was all because of _spider flu," _muttered Kurt.

"I don't see what that has to do with—" Blaine narrowed his eyes and stared at Kurt. "Oh my god, you've got it, don't you."

"What?"

"You have spider flu! You're gonna explode into a swarm of spiders any second!"

"_There is no such thing as spider flu!"_ screamed Quinn.

"We can't stay here," said Rachel suddenly. Everyone turned to her. "We have to find the other Glee kids; we can't just leave them out there."

"Oh no," said Puck, shaking his head. "Are you insane? I'm not going back out there. None of us are."

"Rachel's right," said Finn. "They have no idea this is coming, it'll take them all by surprise." Kurt nodded as Finn spoke.

"It'll be on the news. Our friends are smart, they'll find a way to keep safe," said Quinn, standing by Puck's side. "We can't risk our lives to find them when they're probably much better off than we are."

"Why don't we try calling them?" asked Kurt.

Finn took out his phone and grimaced. "This place has always had terrible service. I can't get a signal."

"How are we even supposed to get out of here? The streets are swarmed, we wouldn't last ten seconds," said Puck.

"If you stupid people are done being stupid, come with me," said Blaine, who had kept silent during the whole exchange. He flashed his I.D. at the clerk and tilted his head. The man's eyes widened slightly and he nodded. He went behind the desk and unlocked something, pulling out a large black duffel bag and setting it on the counter. Blaine picked it up and started up the stairs.

"Where are you going?" asked Finn.

"The roof. Are you coming or not?"

The five teens looked at each other and followed the FBI agent up the stairs.

* * *

><p>Quinn shivered as the October wind swept over the rooftop. Her arms stung with the cold and the scratches.<p>

Kurt looked over the edge of the building. Hundreds of spiders still crawled across the road, and he even saw another giant, this one slightly larger and more tarantula-like than the one that had broken the mall doors. "I was afraid of that," he muttered to himself.

"This rooftop isn't safe. Spiders can climb, you know," he said to the others.

"We won't be staying here," said Blaine, setting down the duffel bag.

"I didn't know spiders could jump like that," said Puck. "Do you think somebody bred it with a rabbit or something…?"

"It was a _Salticidae_, a jumping spider. They're capable of some very agile leaps," said Kurt.

Everyone raised an eyebrow at him.

"I… kind of have a fascination with spiders. I did a science report on them in sixth grade."

"Here we go!" exclaimed Blaine, pulling what looked like a thick telescope on a tripod out of the duffel bag. There was a curved three-pronged set of spikes protruding from the end. The teens realized with a start that it was a grappling hook.

"Why on earth does an FBI agent have a grappling hook waiting for him at a hotel?" asked Finn.

Blaine smirked. "Oh, did I forget to mention? I'm Blaine Anderson, _Secret Agent._" He flipped open his FBI I.D. and sure enough "Secret Agent" was written under "Specialization".

"Why would a secret agent announce that he's a secret agent on his I.D.?" asked Quinn.

Blaine's smirk disappeared and he tucked his I.D. back into his jacket, frowning at Quinn.

"My branch of the FBI keeps emergency packages in cities all over the country. Why do you think I came to this crappy hotel? They don't even have a freaking elevator."

Blaine fired the hook at the nearest building, which was shorter and about 40 feet away. It was connected to a string of other buildings which would be easy to jump to or climb. He took a zipline handle and attached it to the rope. Sticking his tongue out at Quinn, he slung the duffel bag over his shoulder and slid down the rope on the handle. Once he reached the other building, he flung the handle and it slid back up the rope into Finn's hands.

Finn looked at Quinn and Puck. "We're going to help our friends. Are you coming or not?"

Puck still looked hesitant. Quinn shook her head. "I'm not leaving. There's food here, and plenty of places to hide or hold out. There are fire axes to defend ourselves…"

"Goddamnit, Quinn, would you grow up?" yelled Rachel.

Everyone turned to her. Her hands were balled at her sides and her steely gaze was focused on Quinn.

"Glee members have _always_ been there for each other, particularly _you_. This isn't our stupid high-school problems anymore, Quinn. This isn't us being there for you when you were pregnant, or for Kurt when he was bullied, or for the team when we went to Nationals. This is us being there for each other to fucking _survive_. This is life and death, and _dammit our friends need us!"_

They were all frozen. Nobody had ever seen Rachel this enraged. She was prone to hissy fits and bouts of haughty indignation, but she never shouted like this.

Quinn stood before Rachel, her eyebrows raised and her mouth slightly parted. Finally she nodded and took hold of the zipline.

"Let's go save our friends," she said.


	2. Chapter 2

Puck wiped sweat off his Brow as he leapt onto the roof of yet anther building.

"Yo, agent dude," he said. "Can we take a break?"

Quinn, Finn, Rachel and Kurt looked bedraggled as well. They had barely had time to rest after springing through the bushes and now they were roof-hopping.

"Geez, you're tired already? I mean… wow, I had no idea regular people had such poor stamina."

"We're taking a break, _Agent Anderson_," said Finn, scowling.

"Okay, but you should really get more protein in your diet. I mean seriously, it's been like an hour."

Quinn clutched her stomach. "Oh God, I'm hungry."

Kurt peered over the side of the building. They had tried to travel away from the flow of the spiders, into an abandoned part of town. There were still a few packs of spiders scuttling around the streets as well as two giants, these ones only about the size of coffee tables. Luckily none of them were climbing very high up the buildings. Kurt tried to ignore the occasional screams of homeless people far below.

"Is there any food in that bag?" Puck asked Blaine as they sat down on the rooftop.

"Well yeah, but it's mine."

"You cannot be serious," Quinn growled.

"It's canned beef stew, it's my favourite!"

Quinn stood up, marched over to Blaine and smacked him upside the head before snatching the large duffel bag.

"Hey, I could run you in for assaulting a federal agent!"

"Shut up."

Quinn pulled out three cans of beef stew, some plastic cutlery and a can opener.

"Let me open those for you," said Puck, reaching for the opener.

"I don't need your help!" Quinn spat.

Puck backed away. "What's your problem?"

"Stop it!" Rachel cried, and they all fell silent. "Let's eat," she continued simply.

Quinn sat and opened the cans and they ate in silence; even Blaine didn't raise his voice for once.

Kurt sat next to Finn and laid his head on his brother's shoulder. It seemed almost funny that just a day ago he would have been hesitant to make such intimate contact after he had previously made Finn so uncomfortable. That seemed so trivial now. So stupid and trivial. Finn put his arm around Kurt's shoulders and held him close.

The six of them ravenously gulped down the beef stew, sharing four plastic forks and using their fingers. Once they finished none of them wanted to stand back up again. They all wanted to stay like that on the rooftop and sleep, but they new they could waste no time in getting to the other glee kids, and none of them wanted to be asleep if the spiders decided to start climbing up the buildings.

"What exactly is in that bag, Blaine?" asked Finn.

"You should address me as _Mr. Anderson_," he replied cockily.

"Like hell. What's in it?"

Blaine put his hand on the bag. "Spy stuff."

"I thought you were a secret agent."

"Same thing."

"Actually," Kurt chimed in, "spies and secret agents are quite different. Spies—"

"Stop making noise."

Kurt pursed his lips and glared at Blaine.

"Do you have any friends?" said Puck, "Because you are impossible to get along with."

"I'll have you know I am a veritable _socialite_."

"Who told you that, your mom?"

"She would have if my mother wasn't a selfish bitch."

"Whoa."

"This discussion is getting us nowhere," said Rachel, "we need to decide who we're going after first."

"Okay, little miss serious, but you should know that I'm not coming with you."

"What?" Quinn and Rachel spoke at the same time.

"I have and actual mission here in Lima, and I'm not going to babysit you guys while you go find your friends."

"You can't leave!" said Puck.

"Oh, so suddenly I'm not so hard to get along with, huh?" Blaine smirked.

"Why did you even help us in the first place?" Quinn looked like she was going to punch something.

"You were all yell-y and cry-y and I just wanted to shut you up. It was getting annoying."

"You can't go out there alone," said Finn, "you need us!"

"Oh really," Blaine stood up and looked Finn directly in the eye, swaggering. "I'm a special agent with supplies, weapons and years of training. You're a bunch of scared students. What could you possibly do to help me?"

"I know a lot about spiders," said Kurt. Everyone turned to him. He was the only one who had kept his cool. "I know about their behaviour and where they're most likely to go. I'm sure everyone here has something to offer as well. No matter how much prowess you claim to have, you're going to need extra eyes, ears and hands. You're going to need people to watch your back while you sleep. You're going to need people to rely on. If we can get our hands on some weapons, maybe all of us will make it out of this alive. But only if we stay together.

Again there was silence. Kurt stared directly into Blaine's eyes, daring him to argue.

"Not to mention you still think this is all because of _spider flu_," grumbled Quinn, "you're going to need some brains on your side."

Blaine shot a glare at her. "Fine. I'll help you get your friends together and find some weapons. After that you can figure things out yourselves. I've got a mission to do."

'What's the mission?" asked Finn.

"That's classified."

They all stood and groaned from tiredness.

"Tina's house is closest to here," said Puck, "we should start there."

They all nodded and leapt onto the next rooftop.

They stood on top of a small grocery store at the edge of a suburban area. The house roofs were deeply slanted and would be nearly impossible to get across quickly. They all knew that they would have to start traveling by ground.

This area was currently spider-free, but there was no one outside. All the houses were locked with the lights off and the curtains drawn. News of the spider swarms in the rest of the city had spread quickly. Everything was completely quiet in the night.

They eased themselves off the roof and onto the pavement. As soon as he was on the ground, Finn felt himself begin to panic. He looked over his shoulder over and over, constantly expecting a mass of spindly black legs to flood around the corner.

"Hey," Rachel said softly, holding onto Finn's arm. "Don't worry, this place is safe for now."

Finn smiled and swallowed.

"Tina's house is this way," said Kurt.

They all spoke quietly, as if too much noise would wake some giant being beneath the ground that would toss up geysers of spiders. The small neighbourhood seemed to be alive and tense, like a hospital patient waiting for some horrible, inevitable surgery.

Puck held his chin high and stood tall as he walked, but his eyes moved back and forth, surveying the area. A black movement caught his attention and a nova of heavy fear bloomed in is chest. The neighbourhood was still. It must have been a trick of the light.

Quinn's fists were clenched tightly at her sides and her teeth were gritted. Despite the cold night air brushing her bare arms, she felt incredibly hot, like her dress was smothering her. She just wanted to escape, she just wanted to break out sprinting and sprint away from her friends and sprint away from the spiders and sprint away from the city and just be _safe_ again.

Blaine started to whistle.

"Shut up," Kurt hissed, shakily brushing his hair away from his sweaty forehead.

"Okay, just trying to ease the tension. God."

It took everything Quinn had not to tackle him.

"This is it," said Finn, pointing to a small blue house with a well-kept garden. The lights were off.

The teens approached the door and stood still. They all felt anxious, as if the spiders were all in this house, behind this door, waiting to pour out as soon as they knocked,

Finally Rachel raised her hand and rapped on the door.

There was silence. Puck thought he heard a thump.

More silence.

Then they heard a light sob behind the door. "Who is it?" said the shaky, unmistakeable voice of Tina Cohen-Chang.

Rachel swallowed. "It's… It's the glee club."

There was a pause and Tina pulled the door open, looking puzzled. Then she choked and threw herself into Rachel's arms, wailing.

"_Ohmygodrachelit''tknowwhattodo—_"

"Calm down," said Finn, putting his hand on Tina's back as she bawled.

"I don't like her," said Blaine.

Tina sniffled and extricated herself from Rachel's arms. "Who's he?"

Blaine made a show of reaching for his FBI I.D. "Agen—"

"An asshole," Quinn interrupted, not even looking at him.

Blaine stared at Quinn, scowling. "You interrupted my introduction," he said after a moment. "My introduction is like my _thing_."

"Your _thing_ is to annoy the shit out of everyone around you. Now quiet down."

Blaine crossed his arms and pouted.

"Uh, that's Blaine. He's an FBI agent, he's helping us out," said Rachel. Tina's eyes widened.

"Where are your parents, Tina?" asked Puck.

The girl sniffed and for a second it looked like she might start sobbing again. "They went downtown to get a movie a few hours ago… they haven't come back."

Everyone's hearts fell as Tina hugged herself. Tears continued to roll down her cheeks.

Puck and Finn moved in and put their hands on her shoulders. "I'm sure they're okay," said Puck.

"Yeah," said Finn, "they probably found a safe place to stay and they're trying to contact you. Have you tried phoning them?"

"The phone lines are down," said Tina, "even cell phones aren't getting reception. Some places have lost power altogether."

"We're making sure all the glee kids are safe, Tina," Kurt spoke up. "We're going to stay together."

Tina's eyes widened again. "Mike," she said. "We have to find Mike."

Rachel nodded. "Do you know where he is?"

"He said he was going to the arcade with Artie. They might still be there, trapped or…"

Tina's eyes flooded and Kurt spoke quickly before she could start weeping again.

"Come on, we'll find them. The arcade isn't far."

"But it is downtown." Puck looked wary.

Kurt swallowed. "I know."

The streetlamps illuminated their path as they walked quickly down the street. They kept an eye on every dark corner, waiting for the shadows to start growing legs and fangs. Kurt kept his arm around Tina who was doing her best to stop the flow of tears.

It wasn't long before they reached the edge of downtown again. Still no spiders in sight.

"Blaine, get another grappling hook so we can go back to the rooftops," said Finn.

"That one at the hotel was my only one."

Finn turned around. "What? Then why didn't you cut it once we were all across so you could have at least launched it by hand?"

"Only losers re-use their grappling hooks. A _badass_ secret agent only needs his once. Haven't you ever watched a spy movie?"

They all stared at him, partially stunned.

"What?"

"Oh my god…" Quinn's tone got angrier with each word.

"We need that grappling hook _now_, dumbass! As in we need it_ again!_" Puck reprimanded.

"Well then I guess you guys aren't badasses."

"_This is not our fault!_" Quinn yelled, her face red.

"You unbelievable _moron_." Kurt pinched the bridge of his nose.

"Oh don't be such a bunch of babies. A _badass_ secret agent can scale any building with ease."

Blaine grasped a windowsill on a nearby shop and pulled himself up. He fumbled with another tiny handhold and tumbled onto his back, having made it all of five feet off the ground.

"_Ow._ Thanks for catching me, you guys."

Quinn made a furious noise and Puck had to restrain her from stomping on Blaine's head.

"I guess we're walking then," said the agent, dusting himself off.

Finn shook his head as they continued. He wondered if they should have just let Blaine leave them; he had barely proved at all useful so far.

"Wait," said Puck. They all froze.

"You guys, we need _guns_."

They all looked at each other. "G-guns?" stuttered Tina.

"We're walking right into downtown, and it's _swarmed with giant spiders._ We need something to defend ourselves!"

"He's absolutely right," said Blaine. "We're gonna need a lot more than this pistol if we're gonna survive."

Finn frowned, looking uncertain. "Where are we gonna find guns?"

"There's a shop over on Third Street. We bust in there, take some guns and then we're ready to kick some eight-legged ass!"

"Wait, stealing?" said Kurt. "We can't do that."

"We're in the middle of a fucking spider apocalypse," said Quinn. "Who's gonna care?"

Tina shook her head. "But we have to go get Mike and Artie! We can't waste time!"

"What if they are trapped?" Puck was getting impatient. "What if they are surrounded by giant spiders? How are we supposed to help them without weapons?"

Finn ran a hand through his hair. "No, I… I don't like this. It's not right. We can find weapons some other way,"

"Puck's right, Finn," said Rachel tightly.

He turned to face his girlfriend. "What?"

"If we want to survive, we're going to have to do this. It's the only way."

"You can't be serious."

"Finn we have to do _whatever it takes._" Rachel's eyes were cold and serious.

Finn couldn't believe what he was hearing. Had the events of the past twenty-four hours really changed Rachel that much? Then again, she'd always been willing to do whatever it took… but this?

"What are we waiting for?" said Quinn. "Let's go."

The seven of them changed direction and headed toward Third Street with Finn, Tina and Kurt trailing reluctantly in the back. There was no sign of uncertainty in Rachel's face.

It was as if some force had sucked every human being right out of the city. There was no sign of life anywhere. Luckily, that also meant no spiders… for now. It was somewhere around 3 a.m. now and every one of them was completely exhausted. Finn wanted nothing more than to collapse against the side of a building and sleep.

He thought about what his life had very suddenly and very violently become. Just a day ago he had been worrying about grades, homework, his girlfriend, football, glee club… now he was worrying about getting eaten alive by hordes of spiders, and about everyone he cared about possibly being dead. He looked around him. Well, not _everyone_ he cared about.

He wondered how he could go from normal student life to fighting for survival so suddenly without simply breaking down. How had this complete upheaval of everything he knew not ruined him? He guessed it was some sort of animal instinct; a will to survive that blocked the weight of his situation from crashing down on him in his mind. He tried not to think about it too much, worried that he might break that dam and turn into a hysterical wreck. Still, he couldn't help but wonder about his mother and Burt and…

Finn looked over at Kurt. The other boy had kept his composure this entire time. His head had remained clear and level even with the world crashing down around him. Finn marvelled at how strong Kurt really was at his core. Being gay, having to come out, being harassed and bullied every single day, not being able to find love… and now this. Through all of it, he kept his chin up, didn't complain and took it all in stride. Finn hoped some day he could be half as strong as that.

"Hey," he said, touching Kurt's arm and smiling.

Kurt smiled back. "Hey."

"How you holding up?"

Kurt nodded. "I… I'm doing okay."

"You sure?"

Kurt looked ahead. "As okay as I can be."

There was a moment of silence. "You know, you were right back on the rooftop."

Kurt raised an eyebrow.

"I think all your spider knowledge is really gonna come in handy. I used to think it was weird that you spent all that time reading up on them, but it might just save our lives, no matter what that dickhead thinks." They spoke softly, out of earshot from the others.

Kurt smiled. "I don't think he's so bad actually. He's stupid and he's annoying as hell, but I think he likes us."

"Really?"

"Yeah. I mean what kind of a reason is 'cause I wanted to shut you up' for helping us out of the hotel? He could have easily left us there."

"Then why did he try to abandon us later?"  
>Kurt shrugged. "I don't know."<p>

They walked a little further before speaking again.

"I think the others were surprised. They didn't expect spiders to be one of your areas of expertise."

"Well they're trying to make spider silk gowns now. It's very haute-couture," Kurt smirked. "And they say spider silk and lemon blended into a cream is a great exfoliate."

Finn laughed, grateful for the humour.

Kurt's smile, however, didn't last. He seemed to be lost in thought. He had been like that a lot recently, withdrawing into himself.

"I'm sorry," he said finally.

Finn frowned. "What?"

"I'm sorry for… being all over you last year. I did some… bad things because of it… I tried to ruin Rachel's chances with you, I tried to sabotage Quinn's relationship with you, I manipulated our parents into getting together so I could get closer to you… and I never took responsibility for it. Whenever somebody confronted me about it I waved it away, blamed it on something else, scolded them for accusing me of having ulterior motives even though I _did_ have ulterior motives… and I never really apologized to you for it."

Finn was touched. For a moment he didn't know what to say "Kurt… it's okay. I understand why you did what you did. We all do stupid things when we're in love, and when there's nobody else like you that you can be with… I completely understand why you would want to do anything for the chance for love. And hey, if you hadn't manipulated our parents, they wouldn't have gotten together and I wouldn't have a father right now…" he put his hand on Kurt's shoulder. "…or a brother."

Kurt looked up at him, his eyes glistening. Finn went cold when he saw a tear roll down Kurt's cheek.

Finally the boy broke down and threw his arms around his brother, crying into Finn's chest. Finn put his arms on Kurt's back, shocked, and held him as he sobbed uncontrollably, his cries growing even louder than Tina's. It was raw, bare crying with no emotions held back. Every emotional weight, every piece of grief and fear and doubt and terror and sorrow that had slowly accumulated spilled out of Kurt for everyone to see. He let his entire being simply unravel and come apart in Finn's arms.

The rest of the teens stared silently for a moment and Quinn motioned for them to take a break. They were in a tunnel under a wide overpass now, with orange lights illuminating Kurt's weeping features. They all sat and Finn guided Kurt to the wall where they sat together, Kurt's tears soaking Finn's shoulder and Finn's arms wrapped around Kurt. The others watched in silence. Blaine didn't say anything this time. Instead, he took out some granola bars that they had taken from Tina's kitchen and passed them around.

They stayed there for a long time, Kurt's voice echoing in the tunnel until it was raw and sore. He choked and wailed and coughed and snorted and blubbered, not even trying to retain his dignity. By the time his crying had finally receded into quiet trembling, Kurt's face and Finn's chest and shoulder were soaked with tears and snot.

Kurt sniffed. "Oh god, I've ruined your shirt."

Finn laughed. "You really think that's what I care about?" Kurt laughed a little too. Eventually his breathing calmed and he took out a handkerchief, wiping his face off before blowing his nose.

The silence still hung in the air; it seemed even heavier now that Kurt's cries had subsided. They all knew that they needed to get up and keep moving, but they were all so tired and had only had one short rest in about eight hours.

Finn heard Kurt take in a sharp breath beside him. He looked over and saw his brother's face had gone white. He was staring past all six other teens, his eyes wide.

"Finn," he whispered.

Finn followed Kurt's gaze to the end of the tunnel. The air suddenly got several degrees colder.

There, only ten feet away from the group, was a giant spider the size of a pickup truck. Its pale beige exoskeleton was orange in the tunnel lights. It had four shining pure black eyes and fangs the size of machetes that were slowly twitching. Its long legs were like pointed fence poles. The thing was absolutely still.

Time froze momentarily. Finn stared into the glistening black globes and could hear nothing but his heart beating in his ears and feel nothing but his brother beside him.

"_RUN!_" he shouted, jumping to his feet. The rest of the kids whipped around to see the monstrosity and scrambled up. Blaine fumbled in his suit pocket for his pistol.

It was too late. The spider closed the gap with terrifying speed and soon it was right in front of Finn and the others. The arachnid raised its spear-like forelegs and reared up slightly. Finn felt bile rise in his throat and he knew he was about to be impaled. _Oh god please don't let it kill the others_, he thought.

There was a sound like thunder and the world exploded. Finn couldn't see. He felt wet. There was a strange noise in his ears. He had expected the pearly gates to be a little different from this.

Suddenly the world came rushing back to him. There was some kind of goo covering his face. The noise was a sort of panicked chittering.

Finn wiped the warm slime out of his eyes and saw the giant spider scrambling backwards. A massive chunk had been taken out of its head and it was leaking the same blue goop that was covering Finn's face and chest.

There was another blast and another chunk of the spider exploded, causing one of the forelegs to come flying off. More and more thunderous blasts hammered into the giant until it was a gory, twitching mess of limbs.

Finn looked behind him. None of his friends had pulled a bazooka out of nowhere and he highly doubted he had suddenly gained god-like powers of telekinesis.

That's when he saw them: two girls standing just a few feet away from Finn. One held a sawn-off shotgun at arm's length and had another one strapped to the small of her back just above her shapely bottom. The other held a massive automatic shotgun, nearly 5 feet long.

"Leave it to you to be out in a city full of giant venomous spiders without a weapon, man-tits," said Santana Lopez, blowing smoke away from the barrel of her sawn-off.

"That was really dumb, and that's coming from me," said Brittany Pierce in her hazy confused-sounding drawl.

Finn was dumb-struck. He had almost been killed moments earlier, he was now covered in sticky slime and two of his friends had just appeared out of nowhere carrying heavy weapons.

Tina ran forward and enveloped them both in a tight hug. Santana looked startled and Brittany just smiled. Soon Kurt, Rachel and Quinn joined her.

"Where'd you get shotguns?" asked Puck, agape.

"We were in Brittany's trailer when the spiders got to us. It turns out Britt's dad had these stashed in there."

"I thought they were didgeridoos," mumbled Brittany. "My parents cried when I tried to play them."

"How did you know we were here?" There were tears in Quinn's eyes.

Santana glanced at Kurt. "We heard Kurt's caterwauling a mile away. We thought you were already being killed… looks like we got here in time though."

"I'll say!" said Tina, who was once again weeping.

"Hang on," said Finn. "Can someone please get this… spider blood off me?"

Kurt took out another handkerchief and began wiping at Finn's face. "Actually, spiders don't have blood. The substance you're covered in is called hemolymph."

"Whatever, just get this… emo-lynch off me."

"Is he a lawyer?" asked Brittany, who had just noticed Blaine.

Santana frowned. "Yeah, who's he?"

Blaine dusted off his suit lapel and cleared his throat grandiosely. "Ag—"

"He's nobody," Quinn interrupted once again.

Blaine glared and took out his pistol. "Bitch, I will end you."

"Ah-ah-ah," chided Santana, pointing her sawn-off at Blaine. "Let's see who's is bigger, hobbit."

Blaine scowled and put the pistol away. "I'm not _that_ short," he grumbled.

"Where are you guys headed?" asked Finn once the gunk had been cleared away from his face.

The two girls looked at each other.

"We were coming to find the rest of the glee club," said Brittany

"Well… we were gonna find a place to hold out and maybe try to find you along the way." Santana looked away.

"We were trying to find you guys too," said Rachel, smiling.

"We're on our way to the gun shop," said Puck, "It looks like you guys are set but we need weapons."

"No kidding." Santana twirled her sawn-off smugly.

"After that we're gonna find Mike and Artie," said Tina.

Santana nodded. "Afterwards that'll just leave Mercedes."

"Well what are we waiting for?" Quinn started to exit the tunnel. "Let's go."


	3. Chapter 3

**Disclaimer:** I'd just like to mention that the continuity in this story is kinda _fucked._ I probably should have mentioned that in the first chapter, but… heh… anyways it takes place after season 1 and before season 3 and Kurt and Finn's parents are married and Mike and Tina are together and Brittany and Santana are together but Kurt never went to Dalton and never met Blaine until now. Also, Sam and Lauren never joined the glee club and won't be in the story. I would have liked to include them, but it's already difficult to make this story work and try to develop all the characters when there's so many of them so Sam and Lauren are out. Also Matt, but who the fuck even remembers Matt?

* * *

><p>The group marched silently. Brittany and Santana stood at their flank brandishing their shotguns and Blaine had his pistol at the ready. After the encounter in the tunnel, each of them knew that they were rapidly approaching spider territory.<p>

"How close are we?" Quinn asked Puck in a low voice.

"We should be there in about fifteen minutes."

"Why am I not surprised that you know exactly where the gun store is and how to get there?"

Puck shrugged. "I like guns."

Quinn stared ahead. What was she going to do once they got to the store? She'd never even held a gun before. Would she even be able to fire one? Was it as easy as people on TV made it seem? Brittany and Santana didn't seem to have had much trouble picking it up. But what if Quinn was useless with a gun? Even worse, what if she accidentally hit one of her friends?

Quinn set her jaw. She had to stay strong. Tina was a blubbering mess as always and Rachel was almost completely drawn into herself. Brittany was not quite the brightest crayon in the box and Santana was just plain mean. The group needed a presence of female strength; Quinn would be damned before she let Finn take complete lead, or, God-forbid, _Blaine_.

She glanced over at the agent and curled her lip slightly. He was walking with his usual strut, flicking dirt off of his suit. It was navy blue with red accents.

"What are you looking at?" he said, catching her eye.

Quinn didn't grace him with a response.

"We're nearly there," Puck announced to the group.

A deafening _bang_ sounded at the back of the group, causing all of them to jump. They whipped around to see Brittany holding her smoking automatic shotgun.

"Sorry," she said. "I thought I saw a spider but it was just a garbage can."

Santana rolled her eyes. "Britt, you gotta be more caref— _shit!_"

She extended her sawn-off and fired a round. There was a chittering noise and the group turned to see a mangled spider next to the garbage can.

There was a tense silence.

Blaine whirled and fired three shots from his pistol. A dead spider fell off the wall of a nearby building.

They all looked at each other. "Stay close," said Finn. They took off running, Puck leading the way. Blaine ran beside him, taking occasional shots with his handgun. Brittany and Santana moved backwards, aiming all around. More and more spiders were scuttling down the sides of buildings and down the street. Most were the size of tigers and large dogs. Some were the size of school desks, and there were a few that were the size of minivans.

The glee kids crowded together in a tight, quickly moving clump.

Puck had never felt more helpless. Brittany, Santana and Blaine were the only things between them and death. He and the others were relying on them completely.

Santana let out a battle cry as she took her second sawn-off from her back and blew the face off of a German Shepherd-sized spider at point-blank range. She reloaded her other gun from a backpack full of extra rounds.

"_Boom!_" yelled Brittany, sending two spiders flying backwards with a blast from her massive shotgun.

Puck's eyes widened. The two girls were sporting crazy smiles as they blew away massive chunks of the spiders' numbers. They moved in sync with each other, each one knowing exactly what the other was going to do next, like this was just another Cheerios Routine. They struck with wild, random, deadly force, taking out another crawling arachnid with every shot. The air around them was filled with flying blue slime. They moved with reckless abandon, smacking spiders with the butts and barrels of their guns and even kicking them with their heels. It was a sight to behold.

Puck noticed beside him that Blaine was also proving effective. His weapon was much weaker, but he used it well; he didn't shoot wildly like the two cheerleaders, he lined up each shot, aimed carefully, and took out spider legs and eyes, neutralizing them. _Maybe he's not as incompetent as he looks_, thought Puck.

The spiders' numbers were dwindling and many of them were incapacitated or slowed from stray shotgun pellets and Blaine's precise shooting. The group rounded a corner onto Third Street and suddenly they were in view of the gun store. There were no spiders on the street and most of the attacking ones were farther behind them. Brittany and Santana laughed in triumph.

Kurt's eyes widened. "Look out!"

Several of them cried out as a large spider landed in front of them out of nowhere. Rachel felt her body heat rise and her heart pound even more as she recognized the markings on it. It was the jumping spider from the mall.

The massive thing pounced, sailing over the heads of the frightened teens toward Brittany, who Santana pushed out of the way just in time. The spider landed several feet away.

The glee kids lost all sense of formation and sprinted toward the gun shop. Brittany and Santana fired at the giant spider but it sprang away, landing by the gun shop doors.

"_Fuck!_" yelled Quinn as they skidded to a stop. She stuck out her arms to stop her friends and held them back. The spider jumped again, this time aiming for Kurt.

Kurt's peripheral vision blurred until all he could see was the pair of knife-like fangs in front of him wreathed with gleaming eyes and extremely hairy, tarantula-like legs. It was like a painting from hell. Kurt never thought that _this_ would be the last thing he ever saw.

The spider twitched suddenly as a small geyser of blue slime erupted from it mid-flight. It slammed into Kurt but the fangs didn't go in. The spider chattered in pain, flailing its legs and bleeding on top of Kurt. It was the most disgusting, disturbing sensation he had ever felt.

The spider rolled off of Kurt and Blaine helped him to his feet, his gun smoking. "_Let's go!_" he shouted and pulled Kurt by the hand toward the gun shot.

Puck opened the doors and ushered everybody in, yelling at them to move faster. Once everyone was inside, he let himself in and began to close the doors.

The spider, still leaking hemolymph, turned to face them and crouched. Fear clutched at Puck's chest; he knew what was coming next. The spider was about to smash through the doors just like in the mall, and it would land on top of all of them.

Just as the doors were nearly closed, Blaine whipped his arm up, holding his pistol, with incredible speed. He took aim for a fraction of a second and fired.

Just before the spider could pounce, its left foreleg came off at the joint. It stumbled and chattered loudly, leaking more goo than ever. It flailed its legs and tried to jump, but it was lopsided and fell clear short of the shop doors. It reared and leapt clumsily out of sight, leaving a blue trail behind it.

The teenagers waited, keeping their breath sucked in. The chattering noise slowly grew quieter as the spider fled.

There was silence.

"_Did you see that?_" exclaimed Blaine, throwing his hands up in the air. "That spider was all _raaagh!_ and I was all _Fuck that!_ Oh man, you guys would be totally fucking _dead_ without me!"

"Can I shoot him now?" Santana glared.

"Go ahead," said Quinn.

"Oh, you just try it! Did you see how I shot that spider _in mid-air_ and then shot its leg off practically firing _from the hip_? _That_ is what a badass secret agent is like! Oh _man_ I am _good_ at this!"

Puck ignored the babbling agent and surveyed the store. This place was a firearm goldmine. If his friends could learn how to fire these things properly, Puck was sure they would have no problem defending themselves. Then again, that was a pretty big _if_. Firing a gun wasn't as simple as pointing and pulling the trigger. If they didn't know what they were doing, his friends would be more harm than help.

"Oh, mama," said Quinn, her eyes widening.

"Excellent," smiled Santana wolfishly.

Finn was shaking his head. Kurt had his arms folded and his lips were tight.

"You guys, this feels really bad," said Tina.

Quinn picked up a hunting rifle. It was heavier than she had expected. "There's no backing out now. You either pick up a gun or you die out there. You can't expect us to protect you just because you're too squeamish to break a few rules."

Kurt examined the store. There were gun-toting skeletons and Jack-o-lanterns with NRA carved into them everywhere, as well as some tacky cobweb decorations. He curled his lip in distaste.

He looked over at Rachel. She was examining a display case of submachine guns. How could she look so calm and neutral in a disgusting place like this? He brushed past a fake cobweb and found it sticking to him.

"Guys…" he said.

Tina was backing away from the display cases. "No, I-I can't do this. I can't steal a gun; I don't think I can even shoot a gun. It's too— _FUCK!_"

Tina grabbed a pistol and began firing wildly at a coffee table-sized spider that had appeared on a wall at the end of the room. "_FUCK. FUCK. FUCK. FUCK. DIE YOU FUCKING FUCK FUCK FUCKER!_"

A few bullets found the spider and it fell to the ground.

There was silence.

"…Wow," said Blaine.

"You guys," said Kurt, gesturing to the webs around them. "This is a spider nest."

The room seemed to heat like an oven. Nobody said anything.

Spiders came out of the walls and corners. They were all the same type as the first one, relatively small with short, sharp legs and thick bodies.

Santana and Brittany pulled out their shotguns and Blaine readied his pistol. Puck decided on a sturdy-looking automatic battle rifle. Rachel took out one of the submachine guns. Quinn hefted the hunting rifle, terror and nervousness flooding her stomach. It was time for her to find out whether she could fight or whether she would be useless.

Finn and Kurt instantly forgot all their hesitation and grabbed some guns from behind the counter. Finn took a double barrelled shotgun and Kurt took a pair of large pistols.

Tina screamed and abandoned her handgun in favour of a machine gun. "YEAH! GET SOME, MOTHERFUCKERS! _GET SOME!_" Her shots went completely wild, breaking glass and rebounding off the walls. The rest of the glee kids had to duck to avoid being taken out by their own friend.

They all scrambled to the center of the room, near an ammunition rack. Dozens of spiders streamed out of large cracks in the walls and off the ceiling. Occasionally Tina would actually hit one and it would curl up its legs, chittering.

"Does anybody know how to fire a gun?" yelled Finn over the sound of Tina's machinegun fire and screamed obscenities. Rachel, Kurt, and Quinn shook their heads.

"Time to learn!" shouted Puck, clicking an ammo magazine into his gun.

They all looked down the sights of their guns and started firing. Kurt yelped as his pistol recoiled, nearly flying out of his hand. Finn's shotgun roared when he pulled the trigger, making his ears ring. Fear crept into Rachel's eyes, but she kept her face calm as she tried to aim her SMG.

Quinn let out a slow breath, bringing the rifle scope up to her eye. She picked a spider that was scrambling towards them and closed her eye briefly. When she opened it again, it was hard as steel. She pressed her finger decisively down on the trigger. The recoil sent her back a step. The spider's thorax exploded, soaking it in blue goop. Quinn took a deep breath and let it out, her heart pounding in her ears. She felt the heat release from her body and a strange euphoria that made her dizzy.

Brittany, Santana, Puck and Blaine were the true fighting force among them. Spiders exploded and were thrown backward in droves. The cheerleaders were laughing again and moving with the same maniacal recklessness. Blaine was counting aloud as he killed and incapacitated the spiders, keeping score. Puck's face was carved out of rock. He wasted no effort in gloating or theatrics. He raised his gun and fired in short bursts to conserve ammo. He sought to take out the most spiders as quickly as possible to protect his friends.

One of Kurt's pistols had jammed and he was frantically trying to fix it and simultaneously shoot with the other gun. Puck reached over and smacked the jammed weapon and Kurt gasped as the mechanism came unstuck. Finn was trying to stick two more rounds from the ammo rack into his shotgun with shaky hands. He swore softly when the gun nearly dropped out of his grasp. Rachel kept her face firm but panic showed in her eyes as she fought to keep her SMG from going out of control. Tina continued to swear like a sailor, her shots mostly hitting the ceiling now.

Puck glanced at Quinn and she gave him a small nod, not looking away from her scope. She fired, keeping the rifle steady, and one of the spiders' chittering faded and died. Puck raised an eyebrow. The girl was a natural.

Rachel blinked furiously and was surprised when she saw that no more spiders remained. The floor of the shop was littered with twisted, goopy bodies. They were all covered in bluish-green goo. There was no sound in her ears except for a small, muffled ringing. She heard a garbled noise and realized that Puck was speaking. It felt like someone had placed her head in a thick bubble of cotton; all she heard was a muffled vocalization with vague hints of inflection and tone. Now Finn was speaking.

"…can't believe how _many_ of them there were," Rachel's hearing slowly returned to her and she could now make out his words.

Kurt doubled over and vomited on a spider corpse, tears and bile mixing with the slimy hemolymph. Rachel felt much like doing the same.

"We should check for more," said Puck. None of them seemed to keen to try and navigate through the carpet of mangled spider bodies.

Eventually they moved out and searched the store, their bodies shaking, their hearts pounding and their clothes stained blue. Even Brittany and Santana looked worn out. Tears still streamed down Kurt's cheeks but his face was calm and he made no sound. Tina was just about hyperventilating, her breath rasping after all her shouting. Once they were satisfied that the shop was empty of hostiles, they returned to the center.

"Twenty-three," said Blaine smugly. "How many did you guys kill?"

"More than enough to fill the hole where your nuts used to be," said Santana, aiming her sawn-off below Blaine's waist.

"Stop it," said Finn. "We should… we should get out of here. Everyone decide on your weapons and we'll fit as many extras as we can into Blaine's bag."

"I'll keep these," said Kurt, lifting his pistols. "I don't think I can handle anything bigger."

"I might as well stick with this," said Rachel. "I'll have to practice."

"You certainly won't be hurting for targets out there," said Puck. He looked at Brittany and Santana.

"We'll keep ours, we've gotten used to them." Santana stroked her sawn-off fondly.

"I named mine Boris," said Brittany.

Finn shook his head. "This thing is too unwieldy, and I need something that can hold more ammo."

Puck looked through the store briefly before tossing him an M16 carbine rifle. Finn gulped, recognizing it from his video games. He never thought he would actually hold one.

"_Give me all the fucking guns I can carry!_" shouted Tina hoarsely.

The teens looked at each other. "Uh, why don't you hold on to that machine gun, Tina," said Puck.

Quinn approached him. "I need something a little more high quality," she said softly.

Puck nodded. "That thing is just for hunting. You want accuracy or range?"

"Accuracy."

"Then you'll need a police-issue one. Here, try a PSG1."

He handed her a sleek black sniper rifle, much deadlier-looking than her wooden one. She frowned. "Are gun shops supposed to be able to sell military and police weapons?"

Puck shrugged. "Some of these things aren't exactly legal to sell. This isn't really the most reputable store in Ohio."

Quinn nodded and took the sniper.

"What about stealth?" asked Finn, still trying to get used to the weight of the gun. "Are we going to need to worry about every spider in the area swarming us if we shoot these?"

Everyone looked at Kurt. "There's been debate about whether spiders have an actual sense of hearing," he said, combing hemolymph out of his hair. "It's thought that they have something similar, like an ability to distinguish small vibrations in the air. I have no idea if they would be able to detect our gunshots and voices; they might not even register. These spiders didn't start attacking us until I touched one of their webs, even though we were speaking pretty loudly… still, I don't know."

"There's only one way to find out," said Puck, stuffing pistols, SMGs and plenty of boxes of ammo into Blaine's duffel. Once it was full he grabbed another large bag from behind the counter. "Everyone take some ammo belts and as many extra rounds as you can carry, we might not be able to come back here. Take some straps for your guns too. If we need to run or manoeuvre we're not gonna wanna be carrying these in our hands."

He packed some extra guns and straps for Mike, Artie and Mercedes and hefted the bag over his shoulder. Everybody's throats caught as they silently wondered whether their remaining friends would actually have the opportunity to use them.

"Let's get to the arcade," said Santana.

* * *

><p>Brittany looked at the blue trail still stained into the pavement as they left the gun store. That jumping spider had nearly killed her.<p>

Santana brushed her fingers over Brittany's wrist. "Something wrong?" They flanked the group again, their shotguns strapped to their backs.

"Do you think my parents are dead?" she replied.

Santana opened her mouth slightly. "Of course not," she said after a moment.

"They went out to dinner. What if the restaurant's not safe?"

"Of course the restaurant is safe."

"Really?"

Santana nodded. "Yeah… all restaurant workers keep guns under their aprons to protect their customers if something like this happens."

"Oh." Brittany smiled and Santana took her hand.

Santana thanked god that they'd had the news on in the background while they were making out on Brittany's bed. They'd had time to find weapons and fill bags with extra rounds before the spiders had reached the trailer park. They'd started blasting as soon as they opened the door and stepped out into the October evening. Eventually the swarms of smaller spiders had come and the cheerleaders had climbed on top of Brittany's trailer, taking out every arachnid that got close. Eventually the swarms had begun scuttling up the sides of the trailer and they had leapt onto the roof of the next one. They had traversed the entire trailer park this way, still blasting away at the spiders as they jumped. Eventually they'd reached the exit and hopped off the roof, Santana grabbing Brittany's hand and leading them out. They'd run as fast as they could, tearing through the roads, Santana's hair whipping at her panicked face. All she had been able to think of was the warm hand in hers and getting it to safety. They'd found shelter in a narrow alleyway where they'd caught their breath. Santana had cradled Brittany's head as they sat against the cold brick wall. Tears had spilled out of Santana's eyes has Brittany clutched at her arm. "What's going on?" she'd asked quietly, her voice full of confusion and fear. Santana had simply shook her head and kissed Brittany's cheek, unable to answer. Eventually they'd peered out to see that the swarms had passed. "We have to get to the other glee kids," Brittany had said. Santana had debated the idea in her mind; she had to make sure Brittany would be safe, and the best way of doing that was getting straight to shelter. Brittany's face had been so full of concern and fear for their friends however, that Santana had agreed. They'd headed off and it hadn't taken them long to find more packs of giants. After the initial fear had passed, they both had found themselves relishing the feeling of blowing spiders to pieces with a sort of savage lust. After cutting a swath through several packs, they'd heard Kurt's unmistakeable voice crying out into the night and rushed toward the overpass, their hearts plummeting.

Brittany placed her head on Santana's shoulder as they walked and squeezed her hand.

Finn heard the cheerleaders murmuring to each other and glanced back. Seeing them together like that made his heart ache slightly. Rachel seemed so distant and withdrawn; she barely even looked at him now. He knew she was terrified, but she never tried to hide her feelings from him. Did she?

Finn bit his lip as he realized how uncertain he was with Rachel. They'd broken up and gotten back together so many times, they'd played so many games, they'd gone back and forth so many times. She had changed over and over again; just when Finn thought that she had finally started being straight and honest with him she suddenly did something that threw their whole relationship into question. Finn wished that it could just be simple for once.

He put his arm around her and she looked at him.

"Talk to me, Rachel," he said, stroking her cheek with his finger. Right now he didn't even care that the whole group could see them.

Rachel looked away, tight-lipped. Finn let out a frustrated breath and dropped his hand from her cheek.

"I'm sorry," Rachel said softly. "I'm just…"

"Look, I understand, but I want to be here for you. Seeing you like this… it just kills me. I want to do something, I want to help."

Rachel brushed her hair back, looking down. "I don't think there is anything you can do."

"What is it that's getting to you so much?"

Rachel looked to him, her eyebrows raised slightly. "You're kidding, right?"

Finn frowned slightly.

"Finn," said Rachel, almost laughing, "our city has just been swarmed by _giant spiders_. Countless people have died, and our friends and family are probably among them. There's an extremely high chance that we're all going to be killed. I just held a _gun_, something I swore I'd never touch, and fought my way through a horde of spiders. I'm arachnophobic, Finn."

Finn blinked hard. His brain had naturally blocked out the reality of their situation, but he'd never considered that Rachel might not be as good at that. She'd always been sensitive and emotionally fragile, and her only coping mechanism seemed to be to try and toughen herself and get used to being alone. Finn didn't know how he could have missed all that.

Still, he felt proud of her. She hadn't completely broken down. She had begun to alienate herself from the rest of them, but her mind was completely clear and focused. She knew what they had to do and she wasn't going to let them stray from it. He kissed her head and let her be by herself some more.

"So," Blaine appeared beside Kurt, smirking. "is that a mirror in your pocket? Cause I can see myself in your pants."

Kurt stared at Blaine.

He stared some more.

"No. You did _not_ just hit on me."

"So what if I did?"

Kurt massaged the bridge of his nose between his eyes. "I finally meet another gay guy and he's _you_."

"I know. Pretty great, isn't it?"

"This is not happening."

"You better believe it, sweetheart."

"Do _not_ call me that."

"Fine, but you don't know what you're missing out on."

"Just get out of here."

"Hey," Kurt turned to see Blaine looking him right in the eye. "I saved your life, you know. If it weren't for me you'd be spider food."

Kurt frowned. Some of Blaine's usual cockiness seemed to have drained from his voice. He was just speaking the truth.

Kurt sighed. "I guess you're right. Uh… thanks."

"Any time."

Kurt looked at Blaine. Something had changed slightly in his face. He seemed almost… sincere.

He realized that he didn't really know anything about Blaine. They had all been travelling together for hours, but none of them had really talked with the agent.

"What _is_ this mission you're on?' he asked.

"That's classified," Blaine responded automatically.

Kurt rolled his eyes. This was probably why none of them talked to him. He was either an asshole or a closed book.

They walked in silence some more.

Blaine sighed. "I'm after a dangerous fugitive. Lima is one of his suspected locations. I can't tell you any more than that."

Kurt looked at him and gave a small smile. "Thanks."

Blaine nodded.

"How old are you really? And don't tell me _that's_ classified."

Blaine actually blushed slightly. "I'm… I'm sixteen."

"I knew it! How the hell are you a secret agent then?"

Blaine let out a breath. "I'm part of a highly experimental FBI program. I've been trained since birth in combat, reconnaissance, all the standard areas. After sixteen years I'm just as skilled and experienced as agents twice my age. I was one of the very first subjects of the experiment; there are others but most of them are still in the training stage. There are only two others actually out on field missions."

Kurt nodded slightly. "So… none of that was classified?"

Blaine went red. "Well… it was, actually. Whatever."

Kurt smiled. "But… how did you enroll in the program if it was from birth?"

Blaine's expression went sour. "My mother signed me up before I was born." He looked away. "It was a convenient way for her to not have to raise me herself. She didn't want a son, she wanted a legacy. She wanted to be able to show me off. She wanted to tell everyone that she had a renowned secret agent for a son."

Kurt didn't know what to do. Blaine's arms were folded, his eyebrows were heavy and his eyes were scornful. Kurt tentatively put his hand on Blaine's shoulder.

"What about your father? What does he think of all this?"

Blaine shook his head. "I was a bastard child. My mother met my father in Vegas and knew him for one night. After that they never saw each other again."

For once, Kurt felt nothing but sympathy for the cocky boy. "What about school? Friends? A life?"

"The program included standard schooling along with the training. There were other kids in the program but we weren't allowed to see each other much."

"That's awful," Kurt said gently.

Blaine drew his chin up and sniffed slightly. "What are you talking about? I'm a secret agent. You're just a student in the middle of nowhere. I feel sorry for _you_."

Kurt dropped his hand from Blaine's shoulder. Blaine strutted ahead, not looking back at Kurt.

_Asshole,_ Kurt thought, folding his arms.

There was a noise up ahead.

The teens froze and gripped their weapons.

"Wait," said Finn, frowning. "Someone's _crying_."

Indeed, the noise echoed out again and they recognized it as a pained sob.

They paused for a moment and then ran forward.

The sobbing continued as they rounded a corner and stopped dead in their tracks.

"Oh my god…" whispered Rachel.

Jesse St. James lay on the ground, a pair of bleeding fang wounds in his gut. Andrea Cohen cradled him in her arms, crying. A pistol and a spider corpse sat a few feet away.

None of them knew what to do. Then Rachel ran forward and the rest followed suit.

They saw upon closer inspection that Jesse was still alive. His breathing was laboured and his skin was pale and sweating as venom coursed through his veins and blood leaked out of his wounds. His eyes widened when he saw them. "Rachel," he rasped.

Rachel simply stared. She didn't know what to say. Jesse was supposed to have moved off to college but for some reason he seemed to have come back to visit Lima. His timing was almost comically unfortunate.

"We need to get him to a hospital," said Tina.

Jesse shook his head. "I'm not gonna…" he took a wheezing breath. "…make it…" another breath. "…much longer."

Rachel slowly knelt down beside Jesse. He reached up and took his hand in hers. It was cold and clammy.

"I'm…" he took a breath. "…sorry, Rachel…" another breath. They were getting longer and shakier now. "…for what I did to you."

Rachel said nothing. An almost imperceptible whimper escaped her lips.

"I came here…" Jesse's eyelids began to flutter. "…to visit you, actually…" is hands were getting sweatier. "…and to apologize." His skin was getting paler. "…I never thought…" his eyes closed. "…I'd be like this…" his voice was a tiny whisper now. "…when I said it."

Jesse's hand dropped from Rachel's and his breathing stopped. Andrea wailed and stood. She clutched at her hair and shook her head.

"I'm sorry," said Finn, reaching out to comfort the girl.

Andrea stepped back, away from them. After another sob she took off running down an alleyway, not even picking up the gun.

"Hey wait, come back!" Finn called out.

"We have to go after her," said Kurt. "She'll never survive on her own."

"But we have to get to Mike and Artie and Mercedes," said Brittany, clutching Boris the shotgun.

Andrea's weeping echoed off the walls of the alley.

Rachel took off running after the girl and the rest had no choice but to follow. They chased the sobs down the alley. Andrea was out of sight.

The crying was cut off by a scream.

The glee kids careened out of the alleyway to see a spider on top of Andrea, its fangs already sunk deep into her chest.

Quinn raised her rifle, aimed down the scope and fired, hitting the giant right between its massive black eyes. The thing chattered and stumbled back, eventually collapsing onto the pavement. Quinn hit it again just to be sure.

The glee kids rushed to Andrea's side, but it was too late. One of the fangs had plunged straight into the girl's heart and she was only moments away from death. She convulsed and shuddered noiselessly on the ground for a few seconds and then was still.

Tears poured down Kurt and Tina's faces. Kurt looked like he was going to vomit again but managed to keep it down. Finn wasn't so lucky; he rushed away and threw up behind a trashcan. Brittany buried her head into Santana's shoulder, and the Latina stroked her hair and covered her mouth. Quinn looked away, close to tears. Puck let out a shaky breath and massaged his forehead. Blaine simply stared. He had seen corpses in his lifetime, but he knew he would never quite get used to it.

Rachel somehow seemed the worst. She crouched by Andrea's side, completely still, her hand on Andrea's forehead, her lips slightly parted and her eyes locked onto the girl's body. She looked like a china doll that was about to simply shatter into pieces and collapse.

Finn wiped bile away from his mouth and crouched beside Rachel.

"Rachel," he said delicately. She didn't respond.

He took her hand and led helped her up. She didn't resist, but her eyes never left Andrea's body.

Quinn's breathing was unsteady. "W-we have to get to the arcade."

Rachel nodded slightly. "Let's go," she said in a tiny voice, barely more than a whisper.


	4. Chapter 4

Sorry it's been so long since the last update, I took Winter Break off. I hope you all had a great holiday and a wonderful new year! xoxo

* * *

><p>The silence in the group was more oppressive than ever.<p>

Puck wiped sweat off his forehead. They were all tense. Rachel was even more taciturn than before. Kurt was stuck to Finn's side. Brittany and Santana were whispering to each other, oblivious to the rest of them.

Blaine seemed to have regained his composure, as well as his insensitivity.

"Jesus, how far away can this arcade be? My feet are killing me."

Nobody answered him.

"…Hello? Guys? Guys. Guys. You guys."

"Oh my god, it's like ten minutes away," said Finn.

"Was that so hard to answer?"

"We just watched two people die." Tina's eyes started misting. "Have some respect."

"Okay, Debbie Downer. I was just asking."

"Stop talking," said Quinn sharply.

Blaine glared at her. "I know it must hard for you to suppress your rampant desire for me, but just so you know, I'm not interested."

Quinn turned slowly. "_What?_"

"Seriously, Quinn. You're in the Danger Zone."

"I'm in the _what?_"

"You just have to try and move on, you know? You'll get over me eventually."

Quinn balled her hands into fists. "I would rather be with one of the spiders."

"Ouch, Quinn, that hit me right in the feelings."

"I'll hit you right in the _something_." Quinn pulled out her sniper rifle and looked down the scope.

"Can we not shoot each other?" Finn asked angrily.

Quinn begrudgingly strapped her rifle to her back and refused to look at Blaine.

Finn looked over at Kurt walking next to him. His expression was unreadable.

"If you need to cry again don't worry about it," Finn spoke in a low voice.

"I'm not a delicate flower, Finn; I'm not going to start bawling at the drop of a hat."

Finn was taken aback by Kurt's searing tone.

"I-I'm sorry…"

Kurt closed his eyes. "No, I'm sorry. I guess I'm just trying to substitute tears with anger. You didn't deserve that."

Finn patted Kurt's back and gave a small smile.

"So how did you learn to fire a gun?" Puck turned to see Tina walking next to him.

He shrugged. "I started going to the firing range when I was 14. Used a fake I.D. I taught myself, really. I learned about all the different types of guns through video games, mostly; they're more educational than you'd think."

"Will you teach me?"

Puck chuckled slightly. He never thought he'd hear Tina come up to him and ask him to teach her how to shoot a gun. Then again, he never thought his city would be invaded by giant spiders.

His smile fell. He never thought he'd be wondering whether his family was still alive, or his friends. He never thought he'd be walking through the streets he knew so well, distrustful of every dark corner and alley, straining his ears to hear the slightest chitter or tapping of spindly legs, the hairs on the back of his neck raising every time the wind blew.

"S-sorry, you don't have to teach me if you don't want to, I didn't think…" Tina retracted after seeing Puck's sullen face.

"No, once we get to a safer place, I'll teach you."

Tina smiled. "Thanks."

"Well we can't have you nearly gunning us all down whenever you get… too excited."

Tina blushed and cleared her throat.

"We should be almost there," she said. Puck nodded.

Kurt tried to keep his breathing even. The buildings seemed to be creeping closer and closer inward. The air was thick and smoky with fear and death. There were bodies strewn here in there on the road and in the alleyways. Kurt tried not to look at them. They were just coming out of the darkest part of the night; sunrise wouldn't be for another couple hours.

It felt like every dark space and crevice was moving, writhing with fangs and legs. Every shadow looked like it was made of spider swarms just waiting for them to come too close. Kurt shuddered.

He glanced up at Finn. He wished he hadn't snapped at him. He wished Blaine would talk to him a little more (minus the arrogance). He wished Rachel would talk at all.

He began to feel tears welling up. He wished none of this had happened and he could just have a normal Halloween and go to normal school and even get normal bullied. He would take all the punches and sneers in the world just to erase this whole disaster.

_Stop it_, he thought, closing his eyes. He felt ashamed of himself; he was better than this. He knew that crying and wishing would get him nowhere. He was in this situation and he was going to fight to get himself out, just like every other ordeal in his life. He was going to deal with it.

"This is it?" asked Quinn.

The Haybridge Shopping Center, Lima's other shopping mall, loomed before them.

Tina nodded. "The arcade is in here."

Quinn felt a ball of ice form in the pit of her stomach. She did not want to go in there. It brought back horrible, recent memories. There were way too many places for spiders to hide, way too many shops and corners and levels. What if it was completely swarmed like the mall they had been in? Once again she felt animal instinct stirring inside her. She felt like a panther being pushed into a cage; she fought the urge to run and leave her friends behind.

Quinn ran a hand over her sleek sniper rifle. It soothed the animal; it made her feel calm and professional and deadly.

The mall was pitch dark. This seemed to be one of the areas where power had been lost.

"Blaine, do you have a flashlight or something in that bag?" asked Finn.

"I'm a secret agent, not a park ranger. Flashlights attract enemy attention; _this_ is what agents use." Blaine pulled out some sort of eyewear, grinning.

The gadget was very high-tech looking; the eyes were covered with a sort of green material. Finn's eyes widened when he realized that it was a pair of night-vision goggles.

"Oh, that's great," Quinn smiled. "Except we can't all wear one pair of night-vision goggles, dumbass. We need flashlights."

"Relax," said Blaine. "I'll lead you guys through there and we'll find a hardware store or something and get flashlights."

Santana shook her head. "Oh, no. I am not relying on _him_ to lead us through the dark."

"Maybe you should let me wear them," said Finn.

"I'm not relying on you, either," continued Santana.

Blaine strapped on the goggles. "It's _my_ gear, _I'm_ wearing it. I don't have to be helping you guys find your friends, you know. Either I wear them or I leave. Take your pick."

Nobody said anything. Santana crossed her arms and looked away. Quinn cursed softly.

"That's what I thought. Man, these things are stylish, aren't they?"

"You look like an alien," said Brittany.

Finn stared through the glass doors. This mall was much larger than the one he had been in when the spiders had come, but it still unnerved him. For a moment he could have sworn he saw a spider hurtling toward the doors, toward them, about to smash through. He recoiled slightly.

"What's the matter? Afraid of the dark?" sneered Blaine as he turned the goggles on. Finn resisted the urge to punch him square in the face.

The agent swaggered past Finn and opened the doors.

"We should hold on to each other so nobody gets lost," said Quinn. Finn grabbed Blaine's hand before he could get too far. The rest of them took each other's hands and nervously entered the building single file like a caterpillar being sucked into the jaws of a massive, hungry beast.

* * *

><p>The darkness instantly smothered them like cold, deep smoke. Santana's breathing quickened. She clutched Brittany's hand behind her and tried to focus on that. She wasn't in a dark, frigid mall that was potentially filled with giant, deadly spiders. She wasn't searching for her possibly-dead friends and worrying about her possibly-dead family. The only thing that existed was Brittany's warm hand.<p>

"What do you see?" said Finn softly in Blaine's ear.

"I see a forest and horses and freaking Narnia. It's a mall; I see shops, what the hell do you think I see?"

Finn clenched his teeth and gave Blaine's wrist a sharp twist.

"Ow!"

"What shops do you see?"

"There's Macy's, a Starbucks, some sportswear, a dollar store…"

"Take us to the dollar store, if it doesn't have flashlights it'll at least have batteries."

"Okay, bossy-pants."

Quinn tried to remember their order. It was Blaine, then Finn, then Tina, then Kurt, then her, then Santana, then Brittany, then Rachel, then Puck… she thought.

"What if we find other survivors?" she asked.

"We have extra weapons, we'll bring them with us," said Kurt.

Puck sighed. "I hate to seem like the heartless asshole all the time, but we have limited supplies. We're already expecting three more people, and if we have too many we won't be able to move properly.

Kurt scowled. "There's a supermarket here. We'll pick up more food. We are _not_ leaving anyone behind."

Puck didn't object any further.

"We're in the dollar store," called Blaine from the front.

"Find some batteries," said Finn.

Tina had never felt more vulnerable. She felt like a spider fang was going to come out of the darkness and spear her at any moment, pumping venom into her veins until she collapsed, spasming and shuddering in pain until the life seeped out of her and she ended up like Jesse and Andrea. She opened her eyes wide, trying to force the light in, trying to force her eyes to adjust but they wouldn't. There were no windows in the mall and no light came through the glass doors; the streetlights were all out and no moonlight shone through the thick cloud cover. Every tiny creak and noise caused her heart to clutch a little more. Her hands were sweaty and nearly slipped out of Finn and Kurt's grasp.

"Batteries," said Blaine, stuffing a few packs into his pockets.

"Any flashlights?" asked Kurt.

"Nope. I guess this is a… flash… something."

"What the hell?"

"The witty one-liner. It's standard for any secret agent."

"Then how the hell did you make it past training?"

"Shut up, Tina."

"This is Kurt."

"Oh. Well you all sound the same to me."

Finn twisted Blaine's wrist again. "That's my brother, dude."

"Ow. Okay, if you do that again I'm gonna twist back."

Quinn expected Rachel to speak up and tell them to cut it out. She stayed silent; she hadn't made a single noise since they'd found Andrea and Jesse.

"Don't make me come up there," called Puck from the back.

"Take us to the hardware store," said Finn coldly.

"I don't know where that is, I'm not from here, genius."

"It's on the other end of the mall, I think," said Tina.

Once again the grim parade of petrified glee kids went on the move, filing out of the dollar store.

Finn's heart was pounding. He felt like he was going to puke again. His muscles were stiff and aching and he tried not to hyperventilate. He hadn't been afraid of the dark since he was eleven, but he felt it again, a hazy old memory of fear made all too familiar.

"I see it," said Blaine. Finn nearly twisted his wrist a third time before he realized the agent hadn't said anything infuriating for once. He had definitely been taking out his anxiety on Blaine since they'd entered the mall.

"We're here. Okay, flashlights, flashlights."

Quinn suddenly felt desperate for light. She couldn't take another moment of swimming through this black sea of dread and helplessness. "Hurry up," she said, hoping the panic didn't make it into her voice. Did something brush her leg? Was something slightly darker than the shadows around them rearing up in front of her?

A beam of light suddenly sliced through the darkness. Quinn blinked her eyes hard; the light was nearly blinding after treading through the dark for so long.

"Jackpot," said Blaine, giving the flashlight to Finn. They all broke out of the single-file line, their hands sweaty. Finn opened the packaging on all the flashlights, loaded batteries into them and handed them out.

Quinn touched someone's shoulder. "Is this Blaine?"

"Just be sure you don't cop a feel, darling."

Quinn turned on her flashlight and pointed it at Blaine's face.

"_Aaaaaaaaaaaaaaagh! FUCK! Goddamnit, Quinn, I'm wearing night-vision goggles! Son of a BITCH!_"

Blaine ripped off the goggles and clutched at his eyes, falling to the floor and writhing.

"Quinn! What did you do that for?" exclaimed Tina, although her protest sounded half-hearted.

The rest of them switched on their flashlights. Finn took a camping lantern and switched it on, illuminating the store. "Much better," he said.

"…Oh God, I'm blind!" cried Blaine, squinting and blinking furiously. "I can't see anything!"

Quinn frowned. Maybe pointing a flashlight at his face while he was wearing night vision goggles hadn't been the best idea. "Is it permanent?" she asked Puck, not sure why she thought he would know.

Puck shrugged. "Do I look like a doctor?"

"Son of a bitch!" said Blaine.

"Looks like now you're in the dark and we can see," said Quinn mockingly.

"Come on," said Finn.

Kurt took Blaine's arm. He was an insufferable jackass, but what Quinn did was just cruel, not to mention dangerous. What if Blaine could never see again? Like him or not, they all knew he was a valuable force for them to have, and he wouldn't be very effective if he was blind.

"Thanks, Rachel," said Blaine as Kurt led him out of the hardware store.

Kurt pursed his lips. "Kurt."

"What about him?"

"This is Kurt!"

"…Oh. Wow, you have really womanly hands."

"Not even going to apologize?"

"Uh… no."

Kurt let go of Blaine's arm and walked on ahead.

"Oh God where'd you go? I can't see! I'm sorry, I'm sorry!"

Kurt took Blaine's arm again, smirking.

"The arcade is a floor up," said Tina, "let's find some stairs."

"If they were here, don't you think they'd have heard us and come to find us by now?" raised Santana, sounding doubtful.

Nobody said anything.

"…Like we said, maybe they're trapped," said Tina. "Or maybe Mike didn't want to leave Artie since he can't make it down the stairs."

"They'd still probably be calling for help or trying to get our attention."

Tina didn't know how to respond. "…Maybe the mall is really soundproof," she said in a small voice.

Santana let out a sharp breath. "This was pointless. We came in here and followed _Blaine_ through complete darkness for nothing."

"_I am not leaving Mike, Santana!"_ Tina snapped. Tears were trickling down her cheeks again.

The group had stopped moving. They didn't know whether to progress or leave. Santana raised a good point and none of them wanted to risk stepping into another spider nest… but Tina was dead-set on finding the boys, and none of them wanted to leave them behind either.

Santana looked down. "All right," she spoke quietly.

They found a staircase and ascended, their fragile beams of light dancing as they walked.

* * *

><p>"There it is," said Puck. The arcade was just ahead, dimly illuminated by Finn's camping lantern.<p>

"There what is? I can't see, dammit!" said Blaine.

Tina ran forward but Kurt grabbed her. "We may have a problem," he said.

As the group advanced, they saw what it was. The area all around the entrance to the arcade was curtained with clear strands about as thick as spaghetti. They weren't in any conventional star shape, they simply hung from the walls and ceiling like vines. Tina gulped. She hadn't even seen them; she'd nearly run straight into them. She shuddered to think of what would have happened next.

"What is it? I'm freaking blind, remember?" said Blaine angrily.

"Spider webs," whispered Kurt. Blaine shut his mouth.

Their flashlight beams caused the strands to glisten and sparkle like crystal. There were large cracks in the ceiling and in the walls all around them. They were the perfect size for a giant spider to crawl through.

"Come on," said Finn. "We can't get in… and if Artie and Mike were in there, they wouldn't have made it. Maybe they're hiding somewhere else in the mall."

Everyone knew that wasn't likely. This nest looked large, and it couldn't have been the only one.

"Mike?" called Tina, ignoring Finn. "Artie?"

They all held their breath.

A gentle clacking sound emanated from inside the arcade.

It was the sound of spider legs.

"Shit!" called Finn. They all scrambled to draw their guns, backpedalling madly away from the arcade.

Santana took out her shotgun and glared at Tina. "Why did you have to—"

"Tina?"

They all froze.

Artie Abrams rolled into the light, the wheels of his chair clacking slightly as they turned. Mike Chang was pushing him along.

They were all speechless. They smiled and let out breaths of relief. Tina resisted the urge to dash forward through the webs and throw her arms around the two boys. Tears streamed down her face.

"Oh my god!" said Mike, grinning. "I can't believe you guys are here! …How did you get guns?"

"Long story," said Puck.

"How did you guys survive in there?" asked Finn, incredulous.

"We hid in a maintenance closet before the spiders got to the arcade," said Artie. "There's someone else with us, actually."

A dark-skinned woman in her mid-twenties stepped into the light. Her hair was shoulderblade-length and hung in tight, bronze ringlets. Her face was round and her nose seemed just a little too small for it. "Uh… hi," she waved awkwardly, obviously intimidated by the small mob of heavily armed teens in front of her.

"This is Eva," said Artie. "She made it into the closet with us."

The teens introduced themselves. Rachel even waved slightly and said her name softly. The arrival of her two unharmed friends seemed to have warmed her a little.

"Wait." Mike frowned. "Who's that?" He pointed at Blaine.

Blaine smiled cockily, looking in Mike's general direction. He took a breath to speak.

"A dumbass," said Quinn

"Oh come on, you didn't even let me start!"

Once again Finn had to explain while Blaine and Quinn bickered. Artie, Mike and Eva's eyebrows went straight up when they heard the glee kids had an FBI agent with them.

"It's good to see you guys again," Santana's smile was genuine. "But… how do we get you out of there?"

Artie gulped and shook his head. "The walls are full of spiders. We watched them spin those webs from inside, there's… a lot of them."

"Yeah, well there's a lot of us," said Puck, "and we have a lot of guns. I say we blast them right out."

Santana and Brittany smiled eagerly at the suggestion.

"Are you crazy?" said Quinn. "We have no idea exactly how many there are. If we start making a racket we'll probably attract every spider in the mall."

Kurt shook his head. "Unlikely. It seems the spiders don't seem to have a sense of hearing, at least not in the same way we do. If they did, they would have heard us talking and come out of the walls by now."

"So what do we do?" asked Brittany.

Everybody whirled around as Tina gave out a small yelp. Her wrist had brushed against a strand of webbing, which was now stuck to her arm. She was just about to yank it away when Kurt clamped down on her forearm with surprising strength. "Don't. Move. An inch."

Tina's mouth went dry. It took everything she had not to twist out of Kurt's grip and wrench off the strand. It felt like acid burning into her arm; she just wanted to pull and tug and struggle until it came off.

"Blaine, do you have any gloves?" Kurt asked softly.

"Yes. I'd be able to get them for you too _if my eyes freaking worked._"

Santana rolled her eyes and rooted through the duffel for the gloves. She handed them to Kurt.

"Stay absolutely still, Tina. Don't move a muscle." He slid the gloves onto his hands and carefully grasped the strand in his fingers. They stuck instantly.

Very carefully he began to pull it, trying to peel it off of Tina's skin. She was shocked at how tightly it clung to her. Kurt's eyebrows were pressed together and he was biting his lip in concentration. He slowly tugged at it and little by little, it began to come unstuck.

Everybody held their breath. This was taking a very long time. They all waited for Tina to sneeze, for Kurt to slip, for something to happen that would catch the strands and send the spiders charging in.

Half of the strand was actually off now. Tina winced as it pulled at the tiny hairs on her arm. A trickle of sweat made its way down Kurt's forehead.

Finally she was free. She fell backward and let out a huge breath of relief. Kurt slowly eased one hand out of its glove, which was still stuck to the webbing and set it down slowly. He took the other hand out.

His fingers were sweaty. The glove slipped out of his grasp.

"No!" he cried sharply.

The glove fell, still attached to the strand. It caught and the strand began to vibrate.

"Oh god," whispered Tina. They could actually hear a soft buzz coming from the strand as it quivered.

"What?" said Blaine. "What's that noise?"

"We need to get through this webbing," said Quinn, dread rising in her voice. "I say we just shoot our way through it."

Kurt shook his head. "Spider silk is one of the strongest substances on the planet. That would never work."

"Also, we would appreciate you not shooting guns in our direction," said Mike. Artie was looking around frantically, waiting for the spiders to come. Eva just stood completely still, looking terrified.

Finn looked at the ceiling. "What if we shot at the foundations? Take out the part of the ceiling where the strands are anchored?"

They all looked at Kurt. "I don't see why that wouldn't work," he said. "But we need to hurry before—"

They all heard it. They fell dead silent. The mall seemed to get even colder as the scratching noises began to sound inside the walls.

It multiplied and got louder until the whole plaza was filled with the sound of spider legs scratching and shuffling as they made their way toward the cracks in the walls.

"_Go!"_ cried Finn, aiming his gun at the ceiling.

Santana, Brittany, Puck and Quinn turned around and aimed at the cracks, ready to start firing as soon as the spiders came pouring through. The less talented fighters began firing at the ceiling, with the exception of Tina who once again started panicking.

She pushed between Brittany and Santana and once again began shouting.

"COME AND GET IT YOU FUCKING PUSSIES. YOU WANT A PIECE OF THIS, MOTHERFUCKERS? MAKE MY GODDAMN DAY!"

Mike stared in disbelief. "Tina?" he said, his voice drowned out by the sound of gunfire.

Finn's plan was working. As their foundation crumbled, the strands were beginning to fall in a heap on the floor.

Poor Blaine had no idea what was going on. His pistol was out and he was stumbling around, waving his arms around himself frantically. His hand found Kurt's shoulder and he clamped down on it hard.

"Oh god, what's happening?" he whimpered. Kurt was surprised; the boy looked genuinely terrified. His breathing was heavy and his eyes stared off past Kurt's head. Kurt holstered one pistol and put his hand on Blaine's arm. "There are some spiders headed our way. Just try to stay close, you'll be okay."

Blaine let out a breath. "Thanks, Brittany."

"Oh, for God's sake—!"

"We've got company!" yelled Quinn from the back.

Finn gulped as the sounds of gunfire got even louder, this time with a bone-chilling chittering thrown in. He didn't look back; the webs were almost completely down.

Quinn was horrified. There were spiders of every shape and size streaming out of those cracks. There were just so many of them… The others needed to finish off the webs _fast_. They needed every gun they could spare right now.

"YEEEEEEAH! GTA, MOTHERFUCKERS!" screamed Tina as she began to fire her machine gun.

Brittany and Santana walked slightly forward for maximum shotgun effectiveness. Puck stared down the sights of his battle rifle, his face carved out of stone. Quinn looked into her scope and tried to line up a shot.

_What am I doing I'm not trained to use guns I barely even know how this thing works…_ She closed her eyes. This was _not_ the time for self doubt.

She opened her eyes again and fired. She missed. _Dammit. Goddamnit._

The animal was back. She wasn't calm. She wasn't professional. She wasn't deadly. She was a scared, trapped animal. The only thing she wanted to do was dash away and claw at the walls until her nails were shattered and her fingers were bloody. She just wanted to get out. She just wanted to get away. She wanted to throw down the sniper rifle and just _get away_.

That's when the funniest thing happened. A Sue Sylvester spider appeared. Its head was light yellow, like blonde hair, and its red-and-white markings looked almost like a tracksuit.

_If I have a pregnant girl doing a handspring into a double layout, the judges aren't going to be admiring her impeccable form, they're going to be wondering if the centrifugal force is going to make the baby's head start crowning._

Quinn scowled. "How's this for impeccable form?" She raised the gun, aimed for only a moment, and fired. Sue Syl-Spider was thrown backwards, hemolymph spurting out of its head.

Puck looked at her quizzically. "Uh… pretty good, I'd say?"

Quinn ignored him.

_Get out of my house_.

"You can't control me anymore, _Daddy!_" another spider went flying.

"Uhm, Quinn?"

_We have to break up, I don't date fat chicks_.

"_Fuck you, Puck!_" another spider.

Puck stared at Quinn. She cleared her throat. "Sorry," she said sheepishly.

Finally the last strand tumbled down from the ceiling. Kurt, Rachel, Blaine and Finn made their way into the arcade over the ceiling rubble, careful not to get stuck to any of the webbing. They set the bag down.

"Any of you know how to fire a gun?" asked Finn. Artie and Mike shook their heads. Finn looked at Eva.

"Do I look like I can fire a weapon?" she asked, holding her hands up.

Finn shook his head. "You learn quickly." He opened the duffel bag and the three newcomers looked through it. Mike took out two Uzis. Artie found a large pistol. Eva looked completely terrified and uncomfortable. "I don't even know what any of these are called," she said. "I don't even know who any of you are."

"Just take a pistol or something small," Finn said. He turned to face the spiders.

The blood drained from his face. There were more than there were in the gun shop. Or on the way to the gun shop. Santana and Brittany's recklessness had turned into franticness. Puck's stone face was beginning to crack. Quinn was shouting nonsense. Tina's swearing had turned into one long yell.

"Everybody get into the arcade! We can funnel them through the door!" Artie called. He tried out the pistol and gasped as the recoil actually rolled him backwards a little.

All of them backpedalled through the arcade double doors.. They fired again and again but the spiders' numbers didn't seem to be thinning.

Mike was to be doing alright with his Uzis. His aim wasn't great but he was keeping them mostly under control. Eva was holding a single pistol at arm's length with both hands. She fired, looking more horrified than ever. Luckily accuracy wasn't much of an issue since the entire plaza floor was carpeted with flailing legs and dripping fangs and hairy thoraxes.

Santana thanked God for the arcade doorway. Without it they wouldn't have lasted ten seconds. The thick wall of spiders squeezed into the doors and got tripped up in the tangle of webbing. They were easy to pick off as they were struggling to get through. The smaller ones were more troublesome since they could climb over the others and into the arcade, but the glee kids were holding their ground. _Take that, you cocksuckers_, she thought savagely. _This is what you get when you mess with my town. With my family. __Nadie__jode__con mi familia._ She pulled the trigger on her sawn-off and grinned as another spider came apart in a mess of limbs and blue slime.

The spiders were beginning to come through. The teens (and Eva) were forced deeper into the arcade. A spider the size of a rhinoceros scrambled over the others and into the store.

Kurt pointed both of his pistols at the giant and began shooting. A couple of shots actually hit it in the abdomen and it hissed. Blaine was still clinging to Kurt's side. Kurt couldn't imagine what he must be feeling. To be completely in the dark, unable to defend yourself or even see what's happening, to be completely dependant on your friends for your very survival... it must have been petrifying.

The giant lunged at Puck and its fangs only caught his shirt, ripping it open. They miraculously didn't touch his skin. Puck fell backwards and the giant reared for another strike. He closed his eyes and braced himself for his final moments, for the razor sharp fangs and the white-hot venom that would end his life. He just wished he could have helped his friends more…

Tina stepped over him. "SUCK MY DICK."

Her machine gun tore apart the spider's midsection at point-blank range. It hung for a moment, then collapsed on top of both of them, stone dead, its fangs coming nowhere close to them. A rhino-sized spider, however, does have quite a bit of weight to it, and they were both pinned to the floor.

"A little help?" wheezed Puck.

Quinn and Brittany pulled the two of them out from underneath the giant. Tina had passed out.

Puck caught his breath, thanked the girls and surveyed the battlefield. More and more spiders were making it through. Santana looked like she would have murdered her own mother if she had been trying to get through the arcade doors. Rachel's face was blank except for a small frown, like she was solving a math problem. She was slowly getting used to her SMG.

Finn was starting to do some good damage with his carbine. He wiped sweat off his forehead. Mike was still having accuracy problems and Artie was struggling not to get blown backwards by his pistol, but bullets were bullets. Eva was looking away, her eyes screwed shut as she fired. She obviously was not cut out for combat. Blaine was still stuck like a frightened barnacle to Kurt's side. Kurt himself was keeping his face calm and his breathing even as he fired into the mass of spiders. Quinn and Brittany had rejoined the fray; Brittany was battling maniacally by Santana's side as usual and Quinn was sniping from the back. Puck dragged Tina to safety before picking up his battle rifle and rejoining his friends.

It wasn't going well. Already Brittany could see another Rhino Giant making its way toward them from the far side of the plaza. There was just no end to the stream of spiders and they were going through a lot of ammo. She clutched Boris the Shotgun a little tighter.

She wondered if Santana was scared. She wondered if Santana ever got scared. She was so good at obscuring her emotions, even when it was just the two of them.

_Of course she gets scared,_ thought Brittany, _it's not like she's a robot or something._

Then she frowned and took a closer look at Santana. Once she was satisfied there were no gears sticking out of her she blew yet another spider to messy smithereens, giggling. She swung Boris like a baseball bat, sending a spider cartwheeling into the air. She stomped on a smaller spider's head, squeezing venom and hemolymph out of its fangs.

"This is just like those carnival shooting games," she grinned.

"Exactly, Britt." Santana pivoted to the other side of Brittany and executed a perfect roundhouse kick into a spider's eye. "Just like the shooting games."

They were getting pushed farther and farther back. They were nearly halfway into the arcade now and rapidly losing their funnelling advantage. If they got cornered against the wall they were doomed.

"We need a better plan!" cried Kurt.

Finn and Puck exchanged a quick look, reading each other's minds. They began pushing over the game machines, creating obstacles for the spiders. It slowed them down only slightly; the machines were easily climbed over.

"Cover us!" shouted Finn.

The other kids (and Eva) pushed as hard as they could to keep the spiders back away from the boys. Finn and Puck groaned and strained as they lifted the machines and stacked them on top of one another, eventually forming a wide chest-high wall. The rest of the kids (and Eva) dragged Tina behind the wall then hopped over and fired from behind it. Suddenly keeping the spiders back became much easier. Brittany and Santana took the sides to stop spiders from coming around the cover.

The new barrier was a good improvement, but it wasn't a game-changer. They were getting exhausted and the spider horde showed no signs of thinning.

"How big is that maintenance closet?" called Quinn to Artie as she reloaded her sniper.

"Definitely not big enough for all of us, and definitely not strong enough to hold all of them off," he replied.

Mike moved around them to try and get a better position. As he did so he tripped over Blaine's duffel bag and landed on his back, sending the contents of the bag sprawling. As he scrambled to get back up something rolled by his hand.

A smile spread across his face as he took the object and stood up. "Look what I found!" he shouted, holding a grenade in his hand.

Artie's eyes widened. "I really don't think you want to—"

It was too late. Artie had already pulled the pin and flung the grenade across the room.

"_Take cover!"_ bellowed Puck. They all crouched behind the wall of game machines as an explosion rocked the room. It was loud. It was louder than any gunfire. It shook their very bones inside their skin and made their heads rattle.

When they stood back up the battlefield was very different. A massive chunk of the spiders had been torn apart by the shrapnel. The other Rhino Giant only had half its legs left, and was now flopping uselessly on the floor.

Brittany grinned. "Do it again!"

They ducked back down. Mike searched for another grenade, pulled the pin and tossed it back over the cover. Another blast shook the arcade, this one nearly toppling their cover. "Careful!" said Puck. "Aim farther away."

"Why didn't you tell us you had grenades?" Kurt asked Blaine. "They would have been helpful a while ago."

"Well I can't exactly see what it's like in here. I couldn't tell if they'd be a good idea or not."

Finn frowned. He hoped Blaine hadn't been permanently blinded.

Rachel peered over the cover. There were less than half as many spiders as there had been before. Now that they didn't form a solid carpet anymore, however, she could now see what was coming towards the arcade.

"Guys," she said, her voice shaking with fear.

They looked over the cover to see what looked like a rapidly moving pool of tar headed toward them. A pool of tar with thousands of scurrying legs and clicking fangs.

"We need another grenade," said Quinn urgently.

Mike scanned the floor. "I don't see any more!"

"There should have been at least three grenades in that bag," said Blaine, looking in Mike's direction. "Find it,"

Mike got down on his hands and knees to search for the grenade.

Brittany and Santana finished off the large spiders while the rest of the fired at the swarm with their longer-ranged weapons. It was like trying to dig a grave with a teaspoon; every bullet would down a few spiders and open a tiny hole which would be filled in almost immediately. The swarm never got any smaller.

Rachel looked back at Mike who was frantically looking for the grenade. Eva had joined him. If they didn't find it soon then the swarm would be too close and it would be too late to use it. The cover would be no use against the swarm; they could easily climb through the gaps between the machines. They would all be as good as dead.

The spiders drew nearer. Mike and Eva still didn't find the grenade. The swarm was only twenty feet away now. Mike and Eva still didn't find the grenade.

"Got it!" cried Eva, standing up from behind one of the machines with a grenade in hand. She tossed it to Mike. "_Duck!_" he screamed, throwing the grenade right into the heart of the swarm. They all got behind the cover.

Mike's eyes widened.

"Oh god."

"What?" said Artie.

"I forgot to pull the pin."

They all stared at him in silence. Nobody moved.

"…Oh god," whispered Finn.

Then Mike smiled. "Gotcha."

This time the explosion send them tumbling to the ground.

* * *

><p>All but a few of the small spiders had been destroyed by the grenade. The rest were easily dispatched via shoe heels.<p>

"I swear," said Finn to Mike, "if you ever pull that joke again I'm using _you_ as cover."

"I thought it was pretty funny," said Blaine. They ignored him.

"Come on," said Mike, "If I hadn't found those grenades we'd all by screwed right now. Show some appreciation."

Finn smiled. He wasn't really angry, of course. Somehow they had managed to survive. Again.

Puck winced. "I think I may have cracked a rib under that spider," he said. "And I need a new shirt."

Quinn marvelled at how tired she suddenly was. Her entire life had been crumpled beyond recognition in less than twenty-four hours. She hadn't slept in ages. The battle had taken so much out of her. She could see every one of the other teens (and Eva) felt the same.

"We need to rest," she said.

Kurt nodded. "We can't sleep though. We have to find Mercedes; we can't waste too much time."

"We'll find coffee here in the mall," said Artie.

"Um," Eva spoke up. "Is it… is it alright if I stay with you guys? I don't think I'd make it out there on my own." She looked at them nervously.

They turned to Puck. All of them remembered his comment earlier.

"Of course," he said without hesitation. "We'll get some more supplies here."

Eva smiled. "Thanks," she said, brushing her hair away from her face.

They all leaned against the makeshift cover, drained, bruised and soaked in blue slime.

Tina sat up groggily and rubbed her eyes. "What did I miss?" Then she frowned. "Did I tell a spider to suck my dick?"


	5. Public Address

Dear Readers,

Sorry it's been so long since the last update! It's been a little hard for me to get solid work done on this story, especially since I have other stories that I'm currently working on as well. I've decided to focus my energies on one particular story and put the rest of them on hold, including this one, I'm afraid.

This doesn't mean that I've given up on Spiders in Ohio! I have far too many great ideas that I really want to get into the story for that to happen, I just feel like I can't really work on it while all my current inspiration is in another story. Eventually I'll start working on it again, hopefully before too long.

Until next time, with love,

Fat Zorro


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